Cerebra Integr. Director Discussions


To the Members

The Directors of your Company has pleasure in presenting before you the 29th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

CONSOLIDATED FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS AND STATE OF AFFAIRS:

(Rs. in Lakhs)

Particulars

2022-23 2021-22
Gross Income 8671.85 23587.40
Profit Before Interest and Depreciation 1029.57 4714.81
Finance Charges 952.56 624.97
Gross Profit 78.04 4089.84
Provision for Depreciation 42.14 42.82
Profit before exceptional and extraordinary items and tax 34.87 4047.02
Exceptional Items -19.43 -
Provision for Tax (235.99) 1305.60
Net Profit After Tax 251.43 2741.42
Other Comprehensive Income - -0.22
Total Comprehensive Income 251.43 2741.20
Total Comprehensive Income Attributable to
a) Owners 251.74 2741.52
b) Non-Controlling Interest -0.31 -0.32
Earnings per Equity Share of Rs. 10/- each
Basic 2.45 2.45
Diluted 2.31 2.31
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 0

1. PERFORMANCE OF THE COMPANY:

Your Company has already embraced the idea of Circular Economy successfully for the past years. It has been successful in employing repair, remanufacture, remarket and recycle processes thus enabling the extension of end of life products. By extending the end of life of a single PC, we can delay a carbon footprint of 422.5 KGs by couple of years. Your Company has collected over 10,000metric tons of e-wate and recycled about 9800 metric tons for the year ending March 2023.

Your Company has also partnered with large OEMs and worlds largest data storage company to collect the used/end of life assets from bulk consumers and has four large OEMs as customers in the EPR business segment. Godrej, Whirpool, Johnsons, LG and Apple have been the main producers to whom Cerebra caters to their EPR commitments.

This division is in trouble due to lack of working capital and we are working on a few funding options and hopefully should be able

to raise money and put the Company back on rails.

2. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments which occurred, affecting the financial position of the Company between 31st March, 2023 and the date on which this report has been signed.

3. CHANGE IN THE NATURE OF BUSINESS:

The Company continues to focus on the strength of ESD, EMS and E-Waste and in addition, the Company will be focusing on the High-End Servers, Large Data Storage etc.

4. DIVIDEND:

Whilst your Directors understand the sentiments of the Investors, the financials in the year that has passed, do not enable the

Board to recommend any dividend. The Board regrets its inability to recommend any Dividend

Your Board will endeavour to consider dividend in the years to come then barring unforeseen circumstances.

5. AMOUNTS TRANSFERRED TO RESERVES:

The Board of the Company has proposed to transfer any funds to its reserves.

6. CHANGES IN SHARE CAPITAL: Authorized Share Capital

There are no changes in the Authorized Share Capital of the Company during the financial year 2022-23.

The Authorized Share Capital of the Company is Rs. 1,53,00,00,000 (Rupees One Hundred and Fifty Three Crores only) dividend

into 15,30,00,000 (Fifteen Crores Thirty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only).

Paid up Share Capital

There are no changes in the Paid-up Share Capital of the Company during the financial year 2022-23.

The Paid-up Share Capital of the Company is Rs. 1,11,98,64,820/- (Rupees One Hundred and Eleven Crores Ninety Eight Lakhs Sixty Four Thousand Eight Hundred and Twenty only) divided into 11,19,86,482 (Eleven Crores Nineteen Lakhs Eighty Six Thousand Four Hundred and Eighty Two) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued any Shares with Differential Voting Rights.

Disclosure regarding issue of Employee Stock Options:

During the financial year under review, the Company has not issued any Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares:

During the financial year under review, the Company has not issued Sweat Equity Shares.

7. CAPITAL INVESTMENTS

Capital Investments during the financial year 2022-23 was at Rs.290.91 (Net of capital work-in-progress and capital advances) and for financial year2021-22 is Rs.290.91 (Lakhs).

8. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. During the financial year under review, Seven (7) Meetings were held on 4th April, 2022; 30th May, 2022, 12th August, 2022; 14th November, 2022;28th November, 2022, 8th February 2023 and 14th February, 2023.

The Agenda along with the Notes thereon of the Meetings are circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

The details of other Committee Meetings held during the financial year 2022-23 are exhibited in the Corporate Governance Report.

Committees of the Board:

Currently, the Board has six (6) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Rights Issue Committee. A detailed note on the composition of the Board and its Committees and other related particulars are provided in the Report on Corporate Governance forming part of this Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In terms of the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. P. Vishwamurty, (DIN: 01247336), Chief Financial Officer and Whole-time Director, retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mr. H S Venkatesh resigned from the office of Chief Financial Officer of the Company due to personal reasons with effect from the closing hours of 30th August, 2022.

Mr. Parthasarathi Naik resigned from the office of the Independent Director of the Company on 20th October 2022.

Mr. Riyaz Suterwalla resigned from the office of the Director w.e.f. 9th September 2022 due to his personal and business commitments.

Mr. Amul Mahendra Shah resigned from the office of the Director w.e.f. 14th February 2023 due to his personal commitments.

Post 31st March, 2023, Mr. PE Krishnan, Mr. S Gopalakrishnan, Mr. MVS Vasanand,Ms. Bhavna Philipose, Independent Directors opted to step down from the Board due to personal reasons and have confirmed that there was no material reason. These Directors have maintained highest standards of integrity in their dealings with the Company during their tenure. They also possessed the requisite expertise and experience (including Proficiency) necessary for acting as Independent Directors of the Company.

Ms. Maitri Chatterjee resigned from the office of Company Secretary and Compliance Officer of the Company due to personal reasons with effect from the closing hours of 18th October, 2022.

Based on the recommendation of the Nomination and Remuneration Committee, Mrs. Mala Poddar was appointed as the Company Secretary and Compliance Officer of the Company with effect from 14thNovember, 2022 by the Board at its Meeting held on 14th November, 2022.

10.DECLARATION FROM INDEPENDENT DIRECTORS ON AN ANNUAL BASIS:

Your Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in the provisions of Section 149(6) of the said Act.

On October 22, 2019, MCA had released the Companies (Accounts) Amendment Rules, 2019, the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019. These rules have come into force on December 1, 2019 and your Company has complied with these requirements.SEBI (LODR) (Amendment) Regulations, 2018 has changed the evaluation criteria of Independent Directors from April 1, 2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include: (a) Performance of Directors and (b) Fulfilment of independence criteria as specified in the Listing Regulations and their independence from the management.

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at http://www.cerebracomputers.com/pdf/Policies/Familiarisation_Program_ID.pdf

11. COMPOSITION OF AUDIT COMMITTEE:

As on 31st March, 2023, the Audit Committee of the Company consisted of three (3) Non-Executive Independent Directors and all of them have financial and accounting knowledge.

The Board has accepted the recommendations of the Audit Committee during the Financial Year under review. The composition of Audit Committee as on 31st March, 2023 is as follows: a. Mr. S. Gopalakrishnan - Chairman b. Mr. P. E. Krishnan - Member c. Mr. MVS Vasan - Member

In view of the cessation of certain Members of the Committee, your Company will take steps to address this by inducting new Directors.

12. NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website of the Company at https://www.cerebracomputers.com/pdf/Policies/Nominationa-and-Remuneration-Policy.pdf. The composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

The composition of Nomination and Remuneration Committee as on 31st March, 2023 is as follows: a. Mr. S. Gopalakrishnan - Chairman b. Mr. P. E. Krishnan - Member c. Mr. MVS Vasan - Member

In view of the cessation of certain Members of the Committee, your Company will take steps to address this by inducting new Directors.

13.VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 which is available on website of the Company at https://cerebracomputers.com/pdf/Policies/Policy-Whistle-Blower-and-Vigil-Mechanism.pdf and there were no cases reported during the last period.

14.RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION /

REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No commission has been received by MD/WTD from the Company and/or receipt of commission/remuneration from its Subsidiary Companies to be provided during the financial year under review.

15. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company at http://www.cerebracomputers.com/.

16.COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings (SS-1) and General Meetings (SS-2).

17.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

The Company has one Subsidiary namely:

a) Cerebra LPO India Limited, India

Financial performance of the Subsidiary Company referred to in Section 129 of the Companies Act, 2013 in Form AOC-1 is annexed to this Report as Annexure-I.

Your Company did not have any Joint Venture or Associate Company as at the end of the Financial Year 2022-23.

The Policy for determining material Subsidiaries as approved by the Board is uploaded on the Companys website of the Company at https://www.cerebracomputers.com/pdf/Policies/Policy-for-determining-Materiality-for-Disclosures.pdf.

18.STATUTORY AUDITORS:

Messrs YCRJ & Associates, Chartered Accountants, Bangalore (Firm Registration No. 006927S) were appointed as Statutory Auditors of the Company for a period of 5 (five) years, to hold office from the conclusion of AGM 2020 till the conclusion of the 31st (thirty first) AGM to be held in the year 2025.

Messrs YCRJ & Associates, Chartered Accountants have confirmed that they satisfy the independence criteria as per

Companies Act, 2013 and Code of ethics issued by the Institute of Chartered Accountants of India.

QUALIFICATIONS IN THE AUDIT REPORT:

Explanations by the Board on the comments of Statutory Auditors:

Sl. No.

Qualifications made by Statutory Auditors

Explanations by the Board

a.

The Company has reported Rs.45.51 Crore as inventory held by the company including E waste inventory as on 31.03.2023, for which we have not been provided with item wise details, movement of inventory during the year and basis for valuation, due to the nature of inventory, we could not verify the quantity of the inventory and In the absence of sufficient audit evidence we are unable to validate the correctness of the quantity and value of inventory held as on 31.12.2023 and its consequential impact, if any, on the standalone Ind AS financial statement inventory

With respect to the qualification mentioned the management is of the opinion that the Company has maintained stock records. However, nature of inventory measurement of EPR materials can be done only on estimated basis. However, the Company has initiated the development of software to address the requirement.

b.

Loans (under Non-current assets) reported by the company includes Rs.5.95 Crore receivable from its subsidiary company and which is outstanding for more than 3 years. Also, the subsidiary companys auditors expressed concerns over the subsidiary companys ability to continue as going concern as the net worth of the company has been completely eroded.

With respect to the qualification mentioned the management is proposing to merge the subsidiary company with the company or it will look out for outright sale for recovery of advance.

The company has not made any provision for expected loss of said advance and its investment in equity shares (with book value of Rs.0.035 Crore) of the said subsidiary company. And hence, profit and Reserves reported in standalone financial result are over stated to the extent of Rs.5.97 Crore.

c.

The company has not made any provision for bad and doubtful debts. Trade Receivables reported under non-current assets amounting Rs.60.57 crore and trade receivable reported under current assets includes Rs.86.40 crore receivable from various parties which are outstanding for more than 1 year.

Management and their representative are in continuous touch with the parities for the settlement and they are in the opinion that the same is recoverable. Hence, no provision is made.

The balance reported under trade receivables are subject to confirmation and therefore we are unable to comment on the recoverability of the said receivables and its impact, if any, on the standalone Ind AS financial statements.

d.

Other Non-Current Assets includes to Rs 85.28 Crore and Other current assets includes Rs.15 crore Pertaining to outstanding dues recoverable from an overseas party on account of sale consideration of Companys erstwhile subsidiary M/s Cerebra Middle East FZCO Dubai, vide sale agreement dated 17.03.2022. As per the terms of the said agreement, the payment period now stands expired and overdue for payment and no provision has been made in the books for bad and doubtful receivables, also the said balances were not restated as per the requirement of Ind AS 21 "The effects of changes in foreign exchange rates" and also, we are unable to comment on the regulatory compliances, recoverability of this and its impact on the standalone Ind AS financial statements.

As per our mutual agreement, the pending realization of advances, the advance amount of Rs.100.28 crores. The consideration of sale of investment is expected to be received in the next year. As per our opinion the receivable amount is good for recovery and no provision is requiring to be made on the same as well.

Also as the amount is still be shown as receivable as per our agreement and therefore, the company is not a subsidiary. Therefore, there is no requirement of any adjustments to be made in the financial statement of the company. The same will be shown as receivable under capital advances balance for the year end 31.03.2023.

e.

Other Current Assets includes Rs.18 crore capital advances and other advances paid by the company to various parties which are outstanding for more than 1 year and no provision has been made in the books for bad and doubtful portion and no confirmation of balances have been provided.

These are the advances made against the purchase of capital asset. These advances will be adjusted at the time of completion of the purchase. We confirm that, it will be adjusted or recovered in future and good for recovery. Therefore, no provision is required to be made against the same.

Hence, we are unable to comment on its recoverability and its consequential impact, if any, on the standalone Ind AS financial statements.

19.SECRETARIAL AUDITOR:

14

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Parameshwar G Bhat, Bangalore, a Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in Form MR-3 is annexed to this Report as Annexure II.

Explanations by the Board on the comments of Secretarial Auditors:

Sl.No.

Qualifications made by Secretarial Auditors

Explanations by the Board

a

The Company has not spent the mandated amount towards CSR obligations during the year thereby not complying with Section 135 of the Companies Act, 2013.

Explanations by the Board The Company was not able to identify a suitable project for the CSR spend. However, the Company will endeavour to spend the amount for CSR in the current Financial Year.

b

The Company had proposed to raise capital by way of rights issue which was approved in the Board Meeting held on 04.04.22. The Company appointed Merchant Banker; however, the process was not completed.

The Company could not proceed with the rights issue during the year.

c

The Stock Exchanges have observed some discrepancies in some of the disclosures filed before them and there was slight delay in filing Intimation for Reg 74(5) for June 2022.

This will be taken care of in future.

 

d

There was one adjudication application pending before the Registrar of Companies (ROC) for the non-compliance of not appointing the Company Secretary for the period of 01.04.2014 to 08.01.2015 and the Companys application is pending before ROC.

The Company is waiting for the order from the Registrar of Companies.

e

The Company may take steps to follow the Secretarial Standards 1 and 2 fully.

This will be taken care of in future.

f

Certain disclosures were not available on the website of the Company.

The Company is taking steps to comply with the necessary requirements.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

Steps taken / impact on conservation of energy, The Companys operations are not power intensive.

Nevertheless, your Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.

(i) Steps taken by the company for utilizing alternate sources of energy including waste generated

Nil

(ii) Capital investment on energy conservation equipment Total energy consumption and energy consumption per unit of production as per Form A

Not Applicable Not Applicable

(B)Technology absorption:

Efforts in brief, made towards technology absorption, adaptation and innovation

Nil

Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.

Not Applicable

In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:

Nil

Technology imported Not Applicable
Year of Import Not Applicable
Has technology been fully absorbed Not Applicable

If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action

Not Applicable

(C) Research and Development (R&D)

Specific areas in which R & D carried out by the company

The Company has not carried out any research and development work during the course of the year.

Benefits derived as a result of the above R & D Not Applicable
Future plan of action Not Applicable
Expenditure on R & D
(a) Capital Nil
(b) Recurring Nil
(c) Total Nil
(d) Total R & D expenditure as a percentage of total turnover Nil

(D) Foreign exchange earnings and Outgo

Activities relating to exports Not Applicable
Initiatives taken to increase exports Not Applicable
Development of new export markets for products and services Not Applicable
Export plans Not Applicable
Total Exchange used (Cash basis) As on 31st March, 2023: Rs. 1,82,56,315/-
Total Foreign Exchange Earned (Accrual Basis) As on 31st March, 2023: Rs. 46,91,825/-

21. RATIO OF REMUNERATION TO EACH DIRECTOR:

The Company had 178 employees as on 31st March, 2023. Pursuant to the provisions of Section 197(12) of the Companies Act, 2013 and read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration) Rules, 2014, details/disclosures of Ratio of Remuneration to each Director to the median employees remuneration is annexed to this report as Annexure-III.

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

22. DEPOSITS:

Your Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2023.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

Not applicable.

24. REVISION OF FINANCIAL STATEMENT OR THE ANNUAL REPORT:

As per the Secretarial Standards-4, in case the Company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

No such revision of Financial Statements took place in any of the three preceding financial years under consideration.

25. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

26. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events that took place during the year under consideration.

27. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Companys management at all levels of the organization. The Audit Committee, which meets at least four times a financial year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. No major internal control weakness was identified during the year. The Company also has a well-functioning Whistle Blower Policy in place

The Board has appointed Messrs RPAR & Co LLP, Chartered Accountants as Internal Auditors of your Company for the Financial Year 2023-24.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the financial year under review, the Company has not given any loan, Guarantees or made Investments within the meaning of Section 186 of the Companies Act, 2013.

29. RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy pursuant to the requirements of Listing Regulations. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

The Policy on Related Party Transaction as approved by the Board is uploaded on the Companys website at https://cerebracomputers.com/ pdf/Policies/2021-08-14-Cerebra-Risk-Management-Policy.pdf.

30. INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which have helped your Company to achieve production targets.

31. RELATED PARTY TRANSACTIONS:

There were no Related Party Transaction during the Financial Year for disclosure.

However, the Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://cerebracomputers.com/pdf/Policies/2022-01-27-Policy-on-Related-Party-Transaction.pdf .

32. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and the Directors individually. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Further, the Independent Directors, at their exclusive Meeting held on 14th February, 2023, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence. The Nomination and Remuneration Committee has reviewed the existing criteria for evaluation of performance of the Independent Directors and the Board and reviewed the existing policy of remuneration of Directors.

33. LISTING WITH THE STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the financial year 2023-24 to National Stock Exchange of India Limited (NSE) and

BSE Limited where the Companys Shares are listed.

34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a Certificate from a Practising Company Secretary regarding compliance to the Conditions stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure IV.

As required by SEBI (LODR) (Amendment) Regulations, 2018, Annual Secretarial Compliance Report issued by Mr. Parameshwar G Bhat, Practising Company Secretary for the Financial Year ended 31st March 2023 has been filed with the Stock Exchanges on 30th May, 2023.

Further, in compliance with the Listing Regulations, your Board has adhered to the Corporate Governance Code. All the requisite Committees are functioning in line with the guidelines.

As reported earlier, a reputed firm of independent Chartered Accountants has been carrying out the responsibilities of Internal Audit of the Company and periodically reporting their findings on systems, procedures and management practices.

35. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The Company has formulated CSR Policy pursuant to the provisions of Section 135 of the Companies Act, 2013.The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of the following Members: 1. Mr. V Ranganathan - Chairman

2. Mr. S Gopalakrishnan - Member 3. Mr. P Vishwamurthy - Member 4. Mr. P E Krishnan - Member

The details of Expenditures on CSR activities are attached as Annexure V to this Report.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is annexed herewith as Annexure VI.

37. BUSINESS RESPONSIBILITY REPORT:

Since your Company is one not among the top 1000 Listed Companies based on market capitalization as of 31st March, 2023, a separate Section on

Business Responsibility Report is not needed to be attached.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Policy on Prevention of Sexual Harassment at Workplace has been released by the Company. The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy.

No complaint pertaining to sexual harassment was reported during the financial year.

39. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors had prepared the annual accounts on a going concern basis; and (e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate

and operating effectively

40.DISCLOSURE REQUIREMENTS:

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon and Management Discussion and Analysis are attached, which forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time and that such systems are adequate and operating effectively.

41. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Karnataka, Companys Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and

trust will continue in future also.

For and on behalf of Cerebra Integrated Technologies Limited

Date: 30th May 2023

Place: Bangalore

V Ranganathan

Vishwamurthy P

Managing Director

Whole Time Director

DIN: 01247305

DIN: 01247336

rd

Address: Brindavan 90, 3 Cross,

Address:No.: 22 A, ‘VANASUMA

rd th

Sri Venkateshwara Krupa Layout

3 Stage, 4 Block,

West of Chord Road, Bangalore-560 079

Basaveshwaranagar

Bangalore-560 079